UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended |
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or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from |
to |
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Commission File No. |
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(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code) |
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(Former name, former address and former fiscal year if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ |
Accelerated filer ☐ |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares outstanding of the registrant’s Common Stock as of October 15, 2025 was
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Item 1. |
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Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (Unaudited) |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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Throughout this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” “Blackboxstocks,” or the “Company” refers to Blackboxstocks Inc., a Nevada corporation.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Our prospects are subject to uncertainties and risks. In this Quarterly Report on Form 10-Q (the “Report”), we make forward-looking statements that involve substantial uncertainties and risks. When used in this Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding events, conditions and financial trends which may affect our future plans of operations, business strategy, operating results and financial position. Such statements are not guarantees of future performance and are subject to risks and uncertainties described herein and actual results may differ materially from those included within the forward-looking statements. Additional factors are described in our other public reports and filings with the Securities and Exchange Commission (the “SEC”). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly release the result of any revision of these forward-looking statements to reflect events or circumstances after the date they are made or to reflect the occurrence of unanticipated events.
This Report contains certain estimates and plans related to us and the industry in which we operate, which assume certain events, trends and activities will occur and the projected information based on those assumptions. We do not know that all of our assumptions are accurate. If our assumptions are wrong about any events, trends and activities, then our estimates for future growth for our business may also be wrong. There can be no assurance that any of our estimates as to our business growth will be achieved.
The following discussion and analysis should be read in conjunction with our financial statements and the notes associated with them contained elsewhere in this Report. This discussion should not be construed to imply that the results discussed in this Report will necessarily continue into the future or that any conclusion reached in this Report will necessarily be indicative of actual operating results in the future. The discussion represents only the best assessment of management.
PART I - FINANCIAL INFORMATION
Condensed Consolidated Balance Sheets
As of September 30, 2025 and December 31, 2024
(Unaudited)
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September 30, |
December 31, |
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2025 |
2024 |
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Assets |
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Current assets: |
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Cash |
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Accounts receivable |
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Inventory |
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Note receivable |
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Prepaid expenses and other current assets |
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Total current assets |
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Long term assets: |
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Property and equipment, net |
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Right of use lease |
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Investments |
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Total long term assets |
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Total assets |
$ | $ | ||||||
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Liabilities and Stockholders' Equity |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
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Accrued interest |
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Unearned subscriptions |
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Lease liability right of use, current |
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Senior secured convertible debenture, net of issuance costs |
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Convertible note payable |
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Note payable |
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Merchant cash advance |
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Advances payable |
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Advances payable, related party |
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Evtec advances payable |
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Total current liabilities |
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Long term liabilities: |
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Lease liability right of use, long term |
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Total long term liabilities |
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Commitments and contingencies (Note 7) |
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Stockholders' equity |
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Preferred stock, $ |
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Series A Convertible Preferred Stock, $ |
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Series B Convertible Preferred Stock, $ |
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Common stock, $ |
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Treasury stock |
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Additional paid in capital |
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Accumulated deficit |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
$ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
Condensed Consolidated Statements of Operations
For the Three and Nine months ended September 30, 2025 and 2024
(Unaudited)
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For the three months ended |
For the nine months ended |
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September 30, |
September 30, |
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2025 |
2024 |
2025 |
2024 |
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Subscriptions |
$ | $ | $ | $ | ||||||||||||
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Other revenues |
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Total revenues |
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Cost of revenues |
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Gross margin |
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Software development costs |
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Selling, general and administrative |
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Advertising and marketing |
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Depreciation and amortization |
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Total operating expenses |
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Operating loss |
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Interest expense |
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Financing costs |
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Amortization of debt issuance costs |
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Loss on disposition of assets |
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Gain on settlement of assets and liabilities |
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Other income |
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Total other (income) expense |
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Loss before income taxes |
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Income Taxes |
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Net loss |
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Weighted average number of common shares outstanding - basic and diluted |
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Net loss per share - basic and diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Condensed Consolidated Statement of Stockholders’ Equity
For the Nine Months Ended September 30, 2025 and 2024
(Unaudited)
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Series A |
Series B |
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Common |
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Additional |
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| Preferred Stock | Preferred Stock | Preferred Stock | Common Stock | Stock | Treasury | Paid in | Accumulated | |||||||||||||||||||||||||||||||||||||||||||||
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Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Payable |
Stock |
Capital |
Deficit |
Total |
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Balances, December 31, 2023 |
$ | $ | $ | $ | $ | $ | ( |
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Stock based compensation |
- | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
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Net loss |
- | - | - | - | ( |
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Balances, March 31, 2024 |
$ | $ | $ | $ | $ | $ | ( |
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Stock based compensation |
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
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Retirement of treasury stock |
- | - | - | ( |
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Net loss |
- | - | - | - | ( |
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Balances, June 30, 2024 |
$ | $ | $ | $ | $ | $ | $ | $ | ( |
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Stock based compensation |
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
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Issuance of stock for cash |
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Net loss |
- | - | - | - | - | - | - | - | - | - | - | ( |
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Balances, September 30, 2024 |
$ | $ | $ | $ | $ | $ | $ | $ | ( |
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Balances, December 31, 2024 |
$ | $ | $ | $ | $ | $ | $ | $ | ( |
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Stock based compensation |
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
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Shares issued for cashless exercise of options |
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Shares issued for financing costs |
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Net loss |
- | - | - | - | ( |
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Balances, March 31, 2025 |
$ | $ | $ | $ | $ | $ | $ | $ | ( |
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Stock based compensation |
- | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
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Shares issued for cashless exercise of options |
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Net loss |
- | - | - | - | - | - | - | - | - | - | - | ( |
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Balances, June 30, 2025 |
$ | $ | $ | $ | $ | $ | $ | $ | ( |
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Issuance of shares to treasury |
- | - | - | - | - | - | ( |
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Issuance of stock for cash |
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
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Shares issued for cashless exercise of options |
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Shares issued for the conversion of senior secured convertible debenture |
- | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
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Stock based compensation |
- | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
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Net loss |
- | - | - | - | - | - | - | - | - | - | - | ( |
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Balances, September 30, 2025 |
$ | $ | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
Condensed Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2025 and 2024
(Unaudited)
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For the nine months ended |
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September 30, |
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2025 |
2024 |
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Cash flows from operating activities: |
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Net loss |
$ | ( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation |
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Amortization of debt issuance costs |
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Financing costs |
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Shares issued for financing costs |
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Stock based compensation |
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Loss on disposition of assets |
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Right of use lease |
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Investment income |
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Gain on settlement of other liabilities and note receivable |
( |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Other receivable |
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Prepaid expenses and other current assets |
( |
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Accounts payable |
( |
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Accrued interest |
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Unearned subscriptions |
( |
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Advances payable |
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Advances payable, related party |
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Other liabilities |
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Net cash used in operating activities |
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Cash flows from investing activities: |
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Purchase of marketable securities |
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Sale of marketable securities |
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Issuance of note receivable |
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Net cash provided by investing activities |
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Cash flows from financing activities: |
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Proceeds from issuances of stock |
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Proceeds from issuance of notes payable |
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Proceeds from merchant cash advance |
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Principal payments on notes payable |
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Payments on merchant cash advance |
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Net cash provided by (used in) financing activities |
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Net increase (decrease) in cash |
$ | $ | ( |
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Cash - beginning of period |
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Cash - end of period |
$ | $ | ||||||
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Supplemental disclosures: |
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Interest paid |
$ | $ | ||||||
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Income taxes paid |
$ | $ | ||||||
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Non-cash investing and financing activities: |
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Discount on note payable |
$ | $ | ||||||
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Discount on note payable from fees payable |
$ | $ | ||||||
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Fees payable settled through convertible note payable |
$ | $ | ||||||
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Note payable issued for settlement of other liabilities and note receivable |
$ | $ | ||||||
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Issuance of stock for settlement of senior secured convertible debenture |
$ | $ | ||||||
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Retirement of treasury stock |
$ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1. Summary of Significant Accounting Policies
Going Concern. The accompanying financial statements have been prepared in assumption of the continuation of the Company as a going concern, which is dependent upon the Company's ability to obtain sufficient financing or establish itself as a profitable business. For the year ended December 31, 2024, the Company incurred an operating loss of $
On March 10, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RABLBX Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”) and REalloys Inc., a Nevada corporation (“REalloys”). Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, REalloys is expected to merge with and into Merger Sub, at which time Merger Sub will cease to exist and REalloys will become a wholly-owned subsidiary of the Company (the “Merger”). At the closing of the Merger (the “Closing”), the holders of capital stock and outstanding instruments convertible into or exercisable for capital stock of REalloys will receive shares of common and preferred stock of the Company, $
In addition, the Company entered into a Securities Purchase Agreement with Five Narrow Lane LP, on January 17, 2025 (which was later amended on January 27, 2025, pursuant to which the Company agreed to issue, and Five Narrow Lane LP agreed to purchase a debenture (the “Purchase Agreement”). The Purchase Agreement provides for financing of up to an aggregate principal amount $
The Company has historically been able to raise capital in order to fund its operations and on January 31, 2025, the Company filed a registration statement on Form S-3 for the sale of up to $
There can be no assurance that the Company will be able to raise any capital or on acceptable terms.
The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.
Subsequent Events. The Company has evaluated all transactions through the date the financial statements were issued for subsequent event disclosure or adjustment consideration.
Earnings or (Loss) Per Share. Basic earnings per share (or loss per share), is computed by dividing the earnings (loss) for the period by the weighted average number of common stock shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities by including other potentially issuable shares of common stock, including shares issuable upon conversion of convertible securities or exercise of outstanding stock options and warrants, in the weighted average number of common shares outstanding for the period. Therefore, because including shares issuable upon conversion of convertible securities and/or exercise of outstanding options and warrants would have an anti-dilutive effect on the loss per share, only the basic earnings (loss) per share is reported in the accompanying financial statements for period of loss.
The Company had total potential additional dilutive securities outstanding at September 30, 2025, as follows.
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Series A Convertible Preferred Shares |
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Conversion rate |
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Common shares after conversion |
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Option shares |
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Warrant shares |
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Senior Secured Debentures |
$ | |||
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Conversion rate |
$ | |||
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Shares |
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Convertible note |
$ | |||
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Conversion rate |
$ | |||
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Shares |
2. Investments
On January 13, 2025, pursuant to Section 8.1 of that certain, Share Exchange Agreement dated December 12, 2023, among the Company, Evtec Aluminium Limited (“Evtec”) and certain other parties, the Company and Evtec centered into a termination agreement (the “Termination Agreement”) pursuant to which the parties mutually agreed to terminate the Share Exchange Agreement. As a result of the Termination Agreement, the Share Exchange Agreement is of no further force and effect (other than certain customary limited provisions that survive termination pursuant to the terms of the Share Exchange Agreement) and any ancillary agreements entered into in connection with the Share Exchange Agreement will also automatically terminate in accordance with their respective terms. On January 22, 2025, the Company withdrew its Registration Statement on Form S-4 previously filed in connection with the Share Exchange Agreement.
Prior to the Termination Agreement, Evtec provided $
3. Stockholders’ Equity
During the nine months ended September 30, 2025, the Company issued
During the nine months ended September 30, 2025, the Company issued
During the nine months ended September 30, 2025, the Company issued
On July 1, 2025 the Company entered into an At-The-Market Issuance Sales Agreement with Alexander Capital, L.P.. Pursuant to the ATM Agreement, the Company may from time to time issue and sell to or through Alexander Capital, acting as the Company’s sales agent, shares of the Company’s common stock having an aggregate offering price of up to $
Warrants
During the period ended September 30, 2025, the Company calculated the fair value of the warrants granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; risk-free interest rate of
During the period ended September 30, 2025, the Company issued a warrant for
4. Incentive Stock Plan
During the period ended September 30, 2025, the Company calculated the fair value of the options granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; risk-free interest rate of
During the period ended September 30, 2025,
During the period ended September 30, 2025,
The following table presents the Company’s options as of September 30, 2025:
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Number of Shares |
Weighted Average Exercise Price |
Weighted Average Remaining Life (in years) |
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Options as of December 31, 2024 |
$ | |||||||||||
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Issued |
$ | |||||||||||
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Forfeited |
$ | - | ||||||||||
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Exercised |
( |
) | $ | |||||||||
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Options as of September 30, 2025 |
$ | |||||||||||
At September 30, 2025, options to purchase
5. Related Party Transactions
During the nine months ended September 30, 2025, Mr. Kepler advanced the Company $
6. Debt
Senior Secured Debenture
The Company entered into a Securities Purchase Agreement dated with Five Narrow Lane LP (“FNL”), on January 17, 2025 which was later amended on January 27, 2025 (the “FNL Purchase Agreement”), pursuant to which the Company agreed to issue, and FNL agreed to purchase, a debenture (defined therein as the “Additional Debenture”). The FNL Purchase Agreement provides for financing of up to an aggregate principal amount of $
The Company incurred issuance costs of approximately $
The Additional Debenture is secured by substantially all of the assets of the Company, including its wholly owned subsidiary, and contains customary negative and affirmative covenants. The Company was in compliance with these covenants at September 30, 2025. The Additional Debenture matures on the earlier of January 17, 2026, or the date on which the Merger with REalloys is completed.
Convertible Note Payable
In connection with the Senior Secured Debenture with FNL, the Company incurred issuance costs of $
In connection with the sale of the Additional Debenture to FNL, the Company incurred issuance costs of $
Note Payable
On August 13, 2025, the Company and Evtec entered into a settlement agreement whereby Evtec and the Company cancelled the $
Merchant Cash Advances
During February 2025, the Company’s September 27, 2024 merchant cash advance was amended to reduce the weekly payments. Under the amended agreement, the merchant cash advance was to be repaid through eight weekly payments of $
During February 2025, the Company’s October 31, 2024 merchant cash advance was amended to reduce the weekly payments. Under the amended agreement, the merchant cash advance was to be repaid through eight weekly payments of $
The Company issued
As of September 30, 2025, the merchant cash advances had been fully repaid.
7. Commitments and Contingencies
Merger Agreement
On March 10, 2025 the Company entered into its Merger Agreement with RABLBX Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of the Company and REalloys. Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, REalloys will merge with and into Merger Sub, Merger Sub will cease to exist and REalloys will become a wholly-owned subsidiary of the Company. At the Closing of the Merger, the holders of capital stock and outstanding instruments convertible into or exercisable for capital stock of REalloys will receive shares of common and preferred stock of the Company, $
On July 1, 2025, the Company, Merger Sub and REalloys entered into a First Amendment to Agreement and Plan of Merger (the “First Amendment”) in order to reflect Blackboxstocks’ intent to conduct an at-the-market offering of its common stock, pursuant to which up to 250,000 shares of Blackboxstocks common stock may be sold and issued without affecting the calculation of Company Merger Shares (as defined in the Merger Agreement) to be issued in the Merger. Specifically, the First Amendment provides that:
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● |
The definition of “Permitted Shelf Takedown” was added to Section 1.1 of the Merger Agreement and means “an at-the-market offering of Parent common stock under its shelf registration statement on Form S-3 (File No. 333-284626) which became effective on February 10, 2025, which constitutes a “Permitted Shelf Takedown” as contemplated under the terms of that certain Amendment to Securities Purchase Agreement, dated January 27, 2025, by and between Parent and Five Narrow Lane LP, and the transactions contemplated thereby.” |
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The definition of “Parent Outstanding Shares” was changed in Section 1.1 of the Merger Agreement and means “ without duplication, (including, without limitation, the effects of the Split, if completed) the total number of shares of Parent Common Stock outstanding immediately prior to the Effective Time expressed on a fully-diluted basis, and assuming, without limitation or duplication, the issuance of shares of Parent Common Stock in respect of all In the Money Parent Options, warrants or other rights or commitments to receive shares of Parent Common Stock or Parent Preferred Stock (or securities convertible or exercisable into shares of Parent Common Stock or Parent Preferred Stock other than Parent Series A Stock), whether conditional or unconditional, that are outstanding as of immediately prior to the Effective Time; provided, however, (i) the total number of Parent Common Stock issuable upon conversion of the outstanding Parent Series A Stock shall not be included in the calculation of Parent Outstanding Shares, (ii) up to 250,000 shares of Parent Common Stock or such lesser number of shares actually sold and issued in the Parent’s Permitted Shelf Takedown shall not be included in the Calculation of Parent Outstanding Shares, and (iii) for purposes of calculating the Parent Outstanding Shares, the Parent Outstanding Shares shall be increased by one third (1/3) of the total Parent Financing Preferred Stock Conversion Shares rounded down to the nearest whole number.” |
On August 22, 2025, the Company, Merger Sub and REalloys entered into a Second Amendment to Agreement and Plan of Merger (the “Second Amendment”) in order to delete and restate in its entirety the definition of “Permitted Transfer” in the CVR Agreement, which is attached as Exhibit E to the Merger Agreement, as follows:
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“Permitted Transfer” means (i) the transfer of any or all of the CVRs (upon the death of the Holder) by will or intestacy; (ii) transfer by instrument to an inter vivos or testamentary trust in which the CVRs are to be passed to beneficiaries upon the death of the trustee; (iii) transfers made pursuant to a court order of a court of competent jurisdiction (such as in connection with divorce, bankruptcy or liquidation); (iv) a transfer made by operation of law (including a consolidation or merger); (v) a transfer from a participant’s account in a tax-qualified employee benefit plan to the participant or to such participant’s account in a different tax-qualified employee benefit plan or to a tax-qualified individual retirement account for the benefit of such participant; (vi) a transfer from a participant in a tax-qualified employee benefit plan, who received the CVRs from such participant’s account in such tax-qualified employee benefit plan, to such participant’s account in a different tax-qualified employee benefit plan or to a tax-qualified individual retirement account for the benefit of such participant; or (vii) in the case of CVRs held in book-entry form or other similar nominee form, from a nominee to a beneficial owner (and, if applicable, through an intermediary) or from such nominee to another nominee for the same beneficial owner, in each case as allowable by DTC. |
Registration Statement
On January 31, 2025, the Company filed a registration statement on Form S-3 for the sale of up to $
Legal
From time to time in the normal course of business, the Company may be party to lawsuits or other claims. No such matters are expected to have a material impact on the Company’s financial position or results of operations.
8. Subsequent Event
Between October 1, 2025 and October 15, 2025, FNL converted an additional $
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
We urge you to read the following discussion in conjunction with management’s discussion and analysis contained in our Annual Report on Form 10-K for the year ended December 31, 2024, as well as with our financial statements and the notes thereto included elsewhere herein. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in the section titled “Risk Factors” and elsewhere in this Report.
Overview
Blackboxstocks, Inc. is a financial technology and social media hybrid platform offering real-time proprietary analytics and news for stock and options traders of all levels. Our web-based software (the “Blackbox System”) employs “predictive technology” enhanced by artificial intelligence to find volatility and unusual market activity that may result in the rapid change in the price of a stock or option. We continuously scan the New York Stock Exchange (“NYSE”), NASDAQ, Chicago Board Options Exchange (the “CBOE”) and other options markets, analyzing over 10,000 stocks and over 1,500,000 options contracts multiple times per second. We provide our users with a fully interactive social media platform that is integrated into our dashboard, enabling our users to exchange information and ideas quickly and efficiently through a common network. We have also introduced a live audio/video feature that allows our members to broadcast on their own channels to share trading strategies and market insight within the Blackbox community. We employ a subscription based Software as a Service (“SaaS”) business model and maintain a base of users that spans over 40 countries.
We believe the Blackbox System is a unique and disruptive financial technology platform combining proprietary analytics and broadcast enabled social media to connect traders of all types worldwide on an intuitive, user-friendly system. The complexity of our backend analytics is neatly hidden from the end user by our simple and easy to navigate dashboard which includes real-time alerts, scanners, financial news, institutional grade charting and proprietary analytics.
We launched the Blackbox System web application for domestic use and made it available to subscribers in September 2016. Subscriptions for the use of the Blackbox System web application are currently sold on a monthly and/or annual subscription basis to individual consumers through our website at https://blackboxstocks.com.
Our principal office is located at 5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240 and our telephone number is (972) 726-9203. Our Common Stock is quoted on the Nasdaq Stock Market LLC (the “Nasdaq”) under the symbol “BLBX.” Our corporate website is located at https://blackboxstocks.com. We are not including the information contained in our website as part of, or incorporating it by reference into, this Report on Form 10-Q.
Basis of Presentation
The accompanying financial statements have been prepared in assumption of the continuation of the Company as a going concern, which is dependent upon the Company's ability to obtain sufficient financing or establish itself as a profitable business. For the nine months ended September 30, 2025, the Company incurred an operating loss of $2,470,009 and a net loss of $2,819,009. In addition, for the year ended December 31, 2024, the Company incurred an operating loss of $3,309,064 and a net loss of $3,471,227. Cash flows used in operations were $2,649,753 for the nine months ended September 30, 2025, and $705,725 for the year ended December 31, 2024. The Company had cash of $93,186 as of September 30, 2025.These conditions raise substantial doubt about the Company’s ability to continue as a going concern. On March 10, 2025, the Company entered into a Merger Agreement with RABLBX Merger Sub Inc., a Nevada Corporation, and wholly owned subsidiary of the Company (“Merger Sub”) and REalloys. Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, REalloys is expected to merge with and into Merger Sub, at which time Merger Sub will cease to exist and REalloys is expected to become a wholly-owned subsidiary of the Company. At the Closing of the Merger, the holders of capital stock and outstanding instruments convertible into or exercisable for capital stock of REalloys will receive shares of common and preferred stock of the Company, $0.001 par value, based on an Exchange Ratio formula in the Merger Agreement or as otherwise agreed to in the Merger Agreement, which is subject to adjustment in the event the parties raise capital in excess of certain thresholds. Immediately following Closing, based upon the Exchange Ratio, pre-Closing stockholders of the Company are expected to collectively retain approximately 7.3% of the post-Close aggregate Company Common Stock and holders of REalloys capital stock and instruments convertible into or exercisable for capital stock of the REalloys will receive as merger consideration common and convertible preferred stock of Company Common Stock representing approximately 92.7% of the post-Close aggregate as common stock of the Company. The Company believes that REalloys will be able to raise substantial capital and REalloys has completed a financing that will provide $5,000,000 upon completion of the Merger. Closing of the Merger is subject to various customary closing conditions including but not limited to the SEC declaring the registration statement effective, approval of REalloys initial listing application by Nasdaq, and stockholder approval.
In addition, the Company entered into a Securities Purchase Agreement dated with Five Narrow Lane LP (“FNL”), on January 17, 2025 (which was later amended on January 27, 2025 pursuant to which the Company agreed to issue, and FNL agreed to purchase debentures (the “FNL Purchase Agreement”). The FNL Purchase Agreement provides for financing of up to an aggregate principal amount of $2,300,000 of convertible debentures of which $2,050,000 has been received. An additional $250,000 is expected to be funded when the Merger Registration Statement is declared effective by the SEC. There can be no assurance that the Merger with REalloys will be completed and the related financing will be received.
The Company has historically been able to raise capital in order to fund its operations and on January 31, 2025, the Company filed a shelf registration statement on Form S-3 for the sale of up to $50,000,000 of securities. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75,000,000. There can be no assurance that the Company will be able to raise any capital or on acceptable terms.
On July 1, 2025 the Company entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Alexander Capital, L.P. (“Alexander Capital”). Pursuant to the ATM Agreement, the Company may from time to time issue and sell to or through Alexander Capital, acting as the Company’s sales agent, shares of the Company’s common stock having an aggregate offering price of up to $5,795,000. Sales of the shares are to be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). As sales agent, Alexander Capital will offer the shares at prevailing market prices and will use its commercially reasonable efforts, consistent with its sales and trading practices, to sell on the Company’s behalf all of the Shares requested to be sold by the Company, subject to the terms and conditions of the ATM Agreement. As of October 15, 2025, the Company has raised gross proceeds of $1,445,712 from the ATM Agreement.
The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.
Significant Accounting Policies
There have been no changes from the Summary of Significant Accounting Policies described in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 21, 2025.
Liquidity and Capital Resources
At September 30, 2025, we had cash totaling $93,186 as compared to cash totaling $17,036 at December 31, 2024. Our cash flows used in operations were $2,649,753 for the nine months ended September 30, 2025, as compared to $381,353 for the nine months ended September 30, 2024. 2024 cash flows from operations included $1,518,000 in cash flows from financial support provided by Evtec Aluminium Limited (“Evtec”) in connection with the transaction contemplated by our Share Exchange Agreement which was terminated in January 2025.
Net cash used in investing activities was $0 and $1,096,697 for the nine months ended September 30, 2025 and 2024 respectively. Investing cash flows for the 2024 period included $1,100,000 for the issuance of a convertible note to Evtec. We do not expect investing activities to require significant capital in the next twelve months.
Net cash provided by financing activities was $2,725,903 for the nine months ended September 30, 2025, as compared to $1,366,274 for the prior year period. The 2025 financing activity cash flow was primarily due to proceeds from the sale and issuance of our Additional Debenture to FNL in the amount of $2,050,000 and issuances under our ATM Agreement resulting in proceeds of $1,036,645 after deducting transaction costs which were partially offset by payments made on merchant cash advances. As noted above, the Company expects one additional funding from FNL remaining in the amount of $250,000 which is due upon the SEC declaring the Merger consideration registration statement on form S-4 effective. Under the terms of the FNL Purchase Agreement, we may have to utilize up to 50% of the proceeds from any sale of securities under our shelf Registration Statement on Form S-3 to repay the outstanding Additional Debenture held by FNL .Pursuant to the Company’s ATM Agreement, it is able to sell up to $5,795,000 of the Company’s common stock of which $1,445,712 has been sold as of October 15, 2025.
As noted above, the Company intends to pursue the planned Merger with REalloys, however there can be no assurance that it will be able to complete the Merger or that such Merger will provide the Company with sufficient liquidity to fund its operations. In addition, the Company may need to raise additional debt or equity capital in order to fund its operations. There can be no assurance that the Company will be able to do so or on acceptable terms.
Results of Operations
Comparison of Three Months Ended September 30, 2025 and 2024
For the three months ended September 30, 2025, our revenue was $696,995, as compared to $647,842, for the three months ended September 30, 2024. The increase in revenue of $49,153 or 7.6% was due to additional revenue generated from the Company’s educational classes. Average subscribers for the three months ended September 30, 2025, was 2,876 as compared to 2,940 for the prior year period. Average monthly revenue per subscriber was $74.68 for the three months ended September 30, 2025, as compared to $73.34 in the prior year period.
Cost of revenues for the three months ended September 30, 2025, and 2024 were $322,905 and $293,426, resulting in gross margins of 53.7% and 54.7%, respectively. The primary components of cost of revenues include costs related to data and news feed expenses for exchange information which comprise the majority of the costs, as well as the costs for program moderators.
For the three months ended September 30, 2025, operating expenses were $812,980 as compared to $1,088,582 for the same period in 2024, a decrease of $275,602 or 25.3%. Software development costs increased only slightly in the current period to $106,642. Selling, general and administrative expenses decreased from $891,282 for the three months ended September 30, 2024, to $655,904 for the three months ended September 30, 2025. The decrease of $235,378 was primarily driven by lower professional fees and lower stock based compensation in the 2025 period. Advertising and marketing expenses decreased by $43,642 or 47.0% to $49,911 for the three months ended September 30, 2025 from the 2024 period. The Company reduced its advertising expenses as it rolled out new pricing tiers for its products in late September. Instead of offering a single product for either monthly or annual subscriptions, the Company provides subscriptions for Options Basic, Options Plus, Equities Plus or Equities and Options Premium on either a monthly or annual subscription. Pricing for monthly subscriptions range from $59 for Options Basic to $149 for Equities and Options Premium. Annual subscriptions range from $566 to $1,430. Advertising expense is expected to increase in the fourth quarter due to holiday promotions. The Company may incur additional marketing expense in connection with its educational products the during the balance of 2025.
Our loss from operations for the three months ended September 30, 2025, was $438,890 as compared to a loss from operations of $734,166 for the prior year period. The $275,602 decrease in the operating loss was primarily due to lower operating expenses as described above.
Other income and expense included $55,172 in interest expense primarily related to the FNL debenture issued in 2025 as well as amortization of debt issuance costs of $78,016 related to the FNL debenture and financing costs of $242,529. The Company also recorded a one time gain of $93,000 related to the settlement of the Evtec note and advances. Other income and expense for the quarter ended September 30, 2024 was $46,667 and consisted primarily of financing costs related to merchant cash advances.
Comparison of Nine months ended September 30, 2025 and 2024
For the nine months ended September 30, 2025, our revenue was $1,802,856 as compared to $1,981,874, for the nine months ended September 30, 2024. The decline in revenue of $179,118 or 9.0% was due to fewer subscribers in the current year as well as slightly lower revenue per subscriber. Average subscribers for the nine months ended September 30, 2025, was 2,759 as compared to 2,975 for the prior year period. Average monthly revenue per subscriber was $69.48 for the nine months ended September 30, 2025, as compared to $73.93 in the prior year period. The lower average revenue per subscriber was driven by promotional offerings of $29.97 per month offered earlier in 2025.
Cost of revenues for the nine months ended September 30, 2025 and 2024 were $1,017,467 and $1,007,401, resulting in gross margins of 43.6% and 49.2%, respectively. The primary components of cost of revenues include costs related to data and news feed expenses for exchange information which comprise the majority of the costs, as well as the costs for program moderators. The decrease in the gross profit margin was driven by lower absorption of fixed costs and lower average revenue per subscriber.
For the nine months ended September 30, 2025, operating expenses were $3,255,398 as compared to $3,397,622 for the same period in 2024, a decrease of $142,224 or 4.2%. Software development costs of $315,534 for the nine months ended September 30, 2025 were approximately the same as the prior year. Selling, general and administrative were $2,744,695 for the nine months ended September 30, 2025, as compared to $2,735,480 for the nine months ended September 30, 2024. Advertising and marketing expenses decreased by $146,853 or 43.5% from $337,227 for the nine months ended September 30, 2024, to $190,434 for the nine months ended September 30, 2025, as the Company continues to reposition its marketing strategy including the introduction of new pricing tiers as described above. The Company may incur additional marketing expense in connection with its educational products the during the balance of 2025.
Our loss from operations for the nine months ended September 30, 2025, was $2,470,009 as compared to a loss from operations of $2,423,049 for the prior year period. The increase in the loss from operations of $46,960 was due to lower gross profits which were largely offset by lower operating expenses as discussed above.
Other income and expense for the nine months ended September 30, 2025 was $349,000. Interest and amortization of debt issuance costs relating primarily to the debentures totaling $265,292 and other financing costs of $335,254 were partially offset by other income relating to employee retention credits of $158,546 and a gain from the settlement of the Evtec note and advance of $93,000. Other expenses for the nine months ended September 30, 2024 consisted primarily of financing costs related to merchant cash advances of 69,621 and a loss on disposition of assets of $29,940.
EBITDA (Non-GAAP Financial Measure)
We report our financial results in accordance with accounting principles generally accepted in the United States of America (“GAAP”). However, management believes the presentation of certain non-GAAP financial measures provides useful information to management and investors regarding financial and business trends relating to the Company’s financial condition and results of operations, and that when GAAP financial measures are viewed in conjunction with the non-GAAP financial measures, investors are provided with a more meaningful understanding of the Company’s ongoing operating performance. In addition, these non-GAAP financial measures are among the primary indicators management uses (i) to compare operating performance on a consistent basis, (ii) for planning purposes including the preparation of its internal annual operating budget and (iii) as a basis for evaluating performance. For all non-GAAP financial measures in this release, we have provided corresponding GAAP financial measures for comparative purposes in the report.
EBITDA is defined by us as net income (loss) before interest expense, income tax, depreciation and amortization expense and certain non-cash. EBITDA is not a measure of operating performance under GAAP and therefore should not be considered in isolation nor construed as an alternative to operating profit, net income (loss) or cash flows from operating, investing or financing activities, each as determined in accordance with GAAP. Also, EBITDA should not be considered as a measure of liquidity. Moreover, since EBITDA is not a measurement determined in accordance with GAAP, and thus is susceptible to varying interpretations and calculations, EBITDA, as presented, may not be comparable to similarly titled measures presented by other companies.
The following table sets forth a reconciliation of net loss to EBITDA:
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For the three months ended |
For the nine months ended |
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September 30, |
September 30, |
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2025 |
2024 |
2025 |
2024 |
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Net loss |
$ | (720,607 | ) | $ | (780,833 | ) | $ | (2,819,009 | ) | $ | (2,522,487 | ) | ||||
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Adjustments: |
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Interest expense (income) |
55,172 | 58 | 102,318 | (123 | ) | |||||||||||
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Amortization of debt issuance costs |
78,016 | - | 162,974 | - | ||||||||||||
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Other depreciation and amortization expense |
1,235 | 2,536 | 4,735 | 13,947 | ||||||||||||
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Financing costs |
242,254 | 46,609 | 335,254 | 69,621 | ||||||||||||
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Stock based compensation |
40,355 | 81,737 | 279,989 | 301,069 | ||||||||||||
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Total adjustments |
$ | 510,032 | $ | 130,940 | $ | 885,270 | $ | 384,514 | ||||||||
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EBITDA |
$ | (210,575 | ) | $ | (649,893 | ) | $ | (1,933,739 | ) | $ | (2,137,973 | ) | ||||
Off Balance Sheet Arrangements
As of September 30, 2025, we did not have any material off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and as such, we are not required to provide the information required under this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Gust Kepler, our principal executive officer, and Robert Winspear, our principal financial officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of September 30, 2025, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures as of September 30, 2025, were effective as of the end of the period covered by this Quarterly Report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal controls over financial reporting during the quarter ended September 30, 2025, that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
Limitations on the Effectiveness of Controls
Our disclosure controls and procedures provide our principal executive officer and principal financial officer with reasonable assurances that our disclosure controls and procedures will achieve their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within our company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.
None.
Important risk factors that could affect our operations and financial performance, or that could cause results or events to differ from current expectations, are described in Part I, Item 1A, "Risk Factors” of our Annual Report on Form 10-K filed with the SEC on March 21, 2025 for the year ended December 31, 2024, as supplemented by the "Risk Factors" sections in our registration statement on Form S-4 filed with the SEC on April 14, 2025, as amended on June 3, 2025, July 2, 2025, August 25, 2025 and October 2, 2025, our registration statements on Form S-3 filed with the SEC on January 31, 2025 and April 15, 2025 (as amended on May 1, 2025), and the information contained elsewhere in this Report. The risks and uncertainties described within our Form 10-K for the year ended December 31, 2024 and the registration statements, as amended, are not the only risks we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Rule
On September 15, 2025,
The following exhibits are filed with this Quarterly Report on Form 10-Q or are incorporated by reference as described below.
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Exhibit |
Description |
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3.1 |
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3.2 |
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3.3 |
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3.4 |
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3.5 |
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3.6 |
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3.7 |
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4.1 |
* Filed herewith.
** Furnished herewith
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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October 16, 2025 |
BLACKBOXSTOCKS INC. |
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By: |
/s/ Gust Kepler |
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Gust Kepler |
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President, Chief Executive Officer and Secretary |
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(Principal Executive Officer) |
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By: |
/s/ Robert Winspear |
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Robert Winspear |
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Chief Financial Officer and Secretary (Principal Financial |
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and Accounting Officer) |
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EXHIBIT INDEX
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Exhibit |
Description |
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31.1 |
Certification of Principal Executive Officer pursuant to Rule 13a-14a/Rule 14d-14(a)* |
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31.2 |
Certification of Principal Financial Officer pursuant to Rule 13a-14a/Rule 14d-14(a)* |
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32.1 |
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350** |
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32.2 |
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350** |
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101.1 |
Inline Interactive data files pursuant to Rule 405 of Regulation S-T* |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Filed herewith.
** Furnished herewith